EXHIBIT 10.2
LEASE AGREEMENT BY AND BETWEEN
KENSINGTON VILLAGE HOLDINGS LTD. AND
BUILDER'S REALTY (CALGARY) LTD. DATED
JUNE 2 , 1997 FOR THE PROPERTY LOCATED AT
000 XXXXXX XXXXXX, XXXXXXX, XXXXXXX, XXXXXX
STANDARD LEASE
BETWEEN
KENSINGTON VILLAGE HOLDINGS LTD
LESSOR
AND
BUILDERS REALTY (CALGARY) LTD.
LESSEE
FOR 000 XXXXXX XXXXXX
XXXXXXX, XXXXXXX
SEPTEMBER 1, 1997 TO AUGUST 31, 2002
THIS LEASE MADE AS OF THIS 2ND DAY OF JUNE 1997.
BETWEEN: KENSINGTON VILLAGE HOLDINGS LTD., a duly chartered company under the
laws of ALBERTA having its head office at 0000 XXXXXXXXXX XXXX X.X.,XXXXXXX
(herein called the "Landlord")
AND: BUILDERS REALTY(CALGARY)LTD. a duly chartered company under the laws of
ALBERTA having its head office at 0000 XXXXXXXXXX XXXX X.X..XXXXXXX (herein
called the "Tenant")
AND:
(herein called the "Covenantor")
WITNESSETH that in consideration of the mutual covenants, conditions
and agreements the Landlord, Tenant and Covenantor and agree as follows:
ARTICLE ONE
DEFINITIONS
herein contained,
1.01 DEFINITIONS. In this Lease, unless there is something in the context
inconsistent therewith, the Landlord and Tenant agree that:
(a) "Commencement Date" means the 1st day of SEPTEMBER 1997.
(b) "Building" means that certain building or buildings (and
improvements therein and thereon) situate on the Lands and outlined in red on
SCHEDULE "A";
(c) "Common Area" means those areas of the Lands and the Building that
are designated (which designation may be changed from time to time) by the
Landlord as common areas set aside by the Landlord for the common use of the
Tenant, its licensees and invitees, in common with others entitled to the use of
such areas in the manner and for the purposes permitted by this Lease. The
Common Area includes, without limitation, parking areas, roadways, side walks,
loading areas and landscaped areas and improvements thereon, the exterior walls,
roof and foundations of the Building and all other fixtures, fittings or
structural members of the Building which are not included within the Premises or
other premises forming a part of the Building which are leased to tenants
thereof.
(d) "Common Costs" means the total, without duplication, of the costs
incurred by the Landlord for the continued management, operation, maintenance
and repair of the Lands and the Building including, without limitation, the
following:
(i) the cost of repairs, maintenance of and such replacements
to the Common Area as are properly chargeable in accordance with generally
accepted accounting principles to operating expenses as distinguished from
capital replacements or improvements;
(ii) the cost of Common Area landscaping and gardening, line
repainting, rental of signs and equipment, lighting, security protection,
sanitary control, refuse removal, removal of snow and ice, and painting, window
cleaning and otherwise maintaining the Common Area of the Building;
(iii) The cost of wages paid for maintenance and operating
personnel, including, without limitation, payments for workers' compensation,
unemployment insurance, vacation pay, Canada Pension Plan and other fringe
benefits whether statutory or otherwise but to the extent only that such wages
are directly attributable to the maintenance, operation and repair of the Lands
and the Building; the cost of service contracts with independent
1
contractors in respect of the maintenance, operation and repair of the Lands
and the Building;
(iv) the cost of operating, maintaining, repairing and
replacing plumbing, electrical, heating, water, sewer and other utility systems
and services in respect of the Lands and the Building;
(v) the cost of insurance against loss or damage to the Lands
and the Building by fire and other perils generally included in so called
AExtended Coverage Endorsement@ and such other perils which in the reasonable
opinion of the Landlords should be insured against, but to limits not exceeding
the replacement cost thereof;
(vi) the cost of public liability insurance against damage or
loss by reason (or on account of) bodily injuries to or the death of any person
or the destruction of or damage to the property of any person occurring on or
about the Lands and Building to such limits as the landlord may from time to
time reasonably determine;
(viii) the cost of rental insurance not to exceed one years
rent from the Lands and the Building against loss of income to the Landlord in
the event of damage or destruction to the Lands, the Building or any part of
either by reason of fire or other peril;
(ix) the cost of insurance against other forms of loss or
other risk that the landlord reasonably requires from time to time and which
might reasonably be obtained for like properties similarly situated and for
amount against which a prudent landlord would insure itself;
(x) the cost of supplying electricity, water, sewer services,
natural gas, or other fuel or utility services to the Lands or the Building;
Common Costs shall not include any cost aforesaid incurred by, or on
behalf of, or at the request of, an individual tenant or tenants and resulting
in a benefit to such individual tenant or tenants which is not of general
application to all tenants of the Lands. Common Costs shall be determined in
accordance with generally accepted accounting principles consistently applied.
(e) "Gross Rent" means the aggregate of basic rent referred to in
Article 3.01 hereof and Additional Rent for Common Costs referred to in Article
3.03 hereof.
(f) "Lands" means the parcel or parcels of land together with the
fixtures and appurtenances thereto as more particularly described in SCHEDULE
"B"hereto, N.A.
(g) "Premises" means that portion of the Building more particularly
shown and outlined in red on SCHEDULE "A" hereto.
(h) "Proportionate Share" means for the purposes of this Lease 36.66% ,
provided that in the event of any alteration or addition to the Building or the
Lands resulting in a greater or lesser rentable area the Landlord may, from time
to time, cause redetermination of the area of the Premises or the area of all or
any part of the rentable area of the Building by a qualified quantity surveyor
and, thereafter, upon notice to the Tenant "Proportionate Share" shall
thereafter mean that proportion expressed as a fraction, the numerator or which
is the area of the Premises in square meters and the denominator of which is the
aggregate of all rentable area of the Building in square meters and any
certification thereof by a qualified quantity surveyor shall be conclusive and
binding thereafter on the parties hereto.
ARTICLE TWO
DEMISE AND TERM
2.01 DEMISE. The Landlord, in consideration of the rents, covenants, agreements
and conditions herein to be paid, observed and performed by the Tenants, does
hereby demise and lease to the Tenant the Premises.
2
2.02 TERM. Subject to the terms and conditions of this Lease as hereinafter set
forth, the Tenant shall have and hold the Premises for the term of 5 years
(herein called the "Term") from and including the Commencement Date, being, the
1st day of SEPTEMBER 1997, to and ending on the 31st day of AUGUST 2002.
ARTICLE THREE
RENT, TAXES AND OTHER CHARGES
3.01 BASIC RENT. The Tenant shall pay to the Landlord monthly in advance a
rental of $ 1,106.25 payable in lawful money of Canada (herein referred to as
the "Basic Rent"') and all additional rental as hereinafter provided, commencing
on the Commencement Date and thereafter on the first day of each and every month
of the Term of this Lease without any deduction, defalcation or abatement save
as herein expressly provided.
3.02 PREPAID RENT. The Landlord acknowledges receipt from the Tenant of the sum
of $ 2,212.50 to be applied toward the last 1 months' rent of the Lease granted
hereunder.
3.03 ADDITIONAL RENT FOR COMMON COSTS. The Tenant shall pay to the Landlord as
additional rent the Tenant's Proportionate Share of Common Costs in addition to
the Basic Rent hereinbefore provided. The Tenant's Proportionate Share of Common
Costs for the portion of the Term commencing on the Commencement Date and ending
December 31 of the year of the Commencement Date is estimated to be $7,586.66
($632.21 per month) and the Tenant shall pay such amount to the Landlord in
lawful money of Canada in equal monthly installments in advance commencing on
the Commencement Date and thereafter on each day fixed for the payment of Basic
Rent to and including the first day of December in the year of the Commencement
Date. Prior to commencement of each ensuing calendar year of the Term, the
Landlord shall deliver to the Tenant a statement setting forth the Landlord's
reasonable estimate of the Tenant's Proportionate Share of Common Costs for such
ensuing calendar year and thereafter during such calendar year the Tenant shall
pay to the Landlord monthly in advance on each date fixed for the payment of
Basic Rent and amount equal to one twelfth of the Tenant's Proportionate Share
of Common Costs, provided that in the calendar year in which the Term expires
the Tenant's Proportionate Share of Common Costs in respect of the calendar year
shall be paid proportionately by equal monthly installments over the remainder
of the term.
3.04 REPORTING ON TENANT'S PROPORTIONATE SHARE OF COMMON COSTS. As soon as
reasonably practical following the end of the period for which such estimate
payments of Tenant's Proportionate Share of Common Costs have been made, the
Landlord will furnish to the Tenant a statement showing the actual amount of
Tenant's Proportionate Share of Common Costs settling forth in reasonable detail
Common Costs incurred by the Landlord during such period and the Landlord and
the Tenant covenant and agree each with the other that if an overpayment of the
Tenant's Proportionate Share of Common Costs has been made by the Tenant, the
Landlord will credit such amount to the Proportionate Share of Common Costs for
the ensuing period and, if there is no ensuing period, such amount shall be paid
to the Tenant, and if an amount remains owing to the Landlord in respect of the
Tenant's Proportionate share of Common Costs, the Tenant will forth with pay
such amount to the Landlord. The Tenant and the Landlord covenant and agree each
with the other that the covenants contained in the Article 3.04 shall survive
notwithstanding termination of expiration of this Lease.
3.05 RECOVERY OF ADDITIONAL RENT. The Tenant's Proportionate Share of Common
Costs, the management fee hereinbefore referred to and any other sum expressed
to be payable to the Landlord hereunder as additional rent (herein collectively
referred to as "Additional Rent") shall be recoverable by the Landlord from the
Tenant in the same manner as Basic Rent reserved and in arrears under the terms
hereof.
3.06 INTEREST ON AMOUNTS IN ARREARS. When Basic Rent or any Additional
Rent(including interest thereon, of any) payable hereunder by the Tenant to the
Landlord is in arrears, the same shall bear interest at the rate of PRIME + 3%
per centum per annum and such interest shall be and is agreed to be due and
payable on demand as additional rent reserved hereunder.
3
3.07 TENANT'S TAXES AND OTHER CHARGES. The Tenant will pay, as and when due, to
the authority to which same are owing:
(a) all taxes, licenses, rates, duties and assessments
imposed, assessed or levied by any lawful authority during the Term and
relating to the business carried on in and the use and occupancy of the
Premises by the Tenant (and every subtenant and licensee) and relating
to personal property and all business and trade fixtures and other
improvements owned or installed by or on behalf of the Tenant in, on or
affixed to the Premises, whether any such taxes, licenses, rates,
duties and assessments are payable by law by the Tenant or by the
Landlord and whether or not same are allocated separately in respect of
the Premises;
3.08 NET LEASE. The Tenant will well and truly pay to the Landlord all Basic
Rent and Additional Rent required to be paid by the Tenant pursuant to this
Lease without and deduction, defalcation, abatement, or set-off whatsoever, it
being the intention of this Lease that all expenses, costs, payments, and
outgoings incurred in respect of the Premises, the Lands and the Building
(unless otherwise expressly stipulated herein to the contrary) will be borne by
the Tenant and other tenants, and, that rent will be absolutely net to the
Landlord.
Upon request by the Landlord, the Tenant will deliver promptly to the landlord,
for inspection, receipts for payment of all charges payable by the Tenant
pursuant to the Article 3.08 with were due and payable up to one month prior to
such request, and will furnish to the landlord, upon request, evidence of
payment before 31st day of January in each covering payments for the preceding
year.
3.09 IRREGULAR PERIODS. If, for any reason, it becomes necessary to calculate
Basic Rent or Additional Rent for irregular periods an appropriate pro rata
adjustment will be made on a daily basis in order to compute such rent for such
irregular periods as a the date of termination of the Term.
3.10 DISPUTE AS TO COSTS In the event of any dispute as to the amount of any
monies to be paid by the Tenant pursuant to this Lease, the certificate of an
independent chartered accountant appointed by the Landlord, determining such
amount, will be final and binding on the Landlord and Tenant.
3.11 POST-DATE CHEQUES. The Tenant agrees to deliver to the Landlord upon
occupancy pursuant to this Lease a series of post-dated cheques to cover the
monthly installments of Gross Rent and Additional Rent for management
hereinbefore reserved for the period ending December 31 in the year of the
Commencement Date and thereafter prior to January 1 in each year of the Term a
series of post-dated cheques to cover the monthly installments of Gross Rent for
Management for Each ensuring calendar year or portion thereof of the Term of
this Lease.
ARTICLE FOUR
QUALITY OF THE PREMISES AND USE OF THE PREMISES
4.01 EXAMINATION OF PREMISES. The Tenant will examine the Premises prior to
commencement of the Term and the taking of possession of the Premises will be
conclusive evidence as against the Tenant that, at the time thereof, the
Premises were in good and satisfactory condition, except for latent defects.
4.02 POSSESSION AND USE OF PREMISES. The Tenant will take possession of the
Premises on the Commencement Date. The Tenant will not use of permit the
Premises or any part thereof to be used for any purpose other than REAL ESTATE
OFFICES without the prior written consent of the Landlord, which consent will
not be unreasonably withheld.
4.03 NO NUISANCE, OVERLOADING OR WASTE. The Tenant will not, at any time during
the Term, carry on or permit to be carried on, in the Premises or elsewhere in
the Building anything which is noxious or offensive and, will not do or permit
to be done anything whatsoever any time during the Term upon the Premises or
elsewhere, in the Building which would annoy or disturb or cause nuisance or
damage to the occupiers or owners of lands and premises adjoining or in the
vicinity of the Premises. The Tenant will not permit any overloading of the
floor of the Premises or elsewhere
4
in the Building and will not place thereon any heavy object without the prior
written consent of the Landlord. The Tenant will not cause any waste or
damage to the Premises.
4.04 SIGNS. The Tenant will not erect, paint, display, place, affix or maintain,
or permit to be erected, painted displayed, placed, affixed or maintained, any
sign, decoration, pictures, lettering or advertising matter of any nature or
kind, whatsoever either on the exterior walls of the Premises or on the Building
or Common Area (including, without limitation, in or on any windows or anywhere
in the interior of the premises which is visible from the outside) without first
obtaining the Landlord's written consent in each instance, such consent not to
be unreasonably withheld. The Tenant shall, at its cost, acquire all requisite
municipal or other governmental permit which may be required to erect or
maintain any such approved sign or advertisement and the Tenant 'also agrees
that any sign or advertisement of placed or fixed to the exterior or any outside
part of the Lands and building shall be maintained in a proper state of repair
and that it will indemnify and hold harmless and Landlord for all personal
injuries or property damage or loss caused from the placing or fixing of any
such sign or advertisements. Any such approved sign or advertisement is agreed
to be a trade or Tenant's fixture and subject to the provisions of Article 9.04
hereof.
4.05 DELIVERIES AND LOADING. The Tenant will permit deliveries to the Premises
arid loading and unloading to be done only through the designated loading areas
and only in accordance with such rules as the Landlord may from time to time
reasonably prescribe.
4.06 WINDOWS. The Tenant will cause the windows of the Premises to be suitably
screened and will not permit storage inside of Premises to be visible through
such windows.
4.07 NOT TO AFFECT LANDLORD'S INSURANCES. The Tenant will not do or permit to be
done, or omit to do, on the Premises or elsewhere in the Building anything which
will directly or indirectly cause the rate of insurance upon the Lands and
improvements thereon or any part thereof or the Landlord's liability insurance
in respect thereof to be increased. If any insurance rate is thereby increased
the Tenant will not store or permit to be stored upon the Premises anything of a
dangerous, inflammable or explosive nature or anything which would have the
effect of increasing the Landlord's insurance costs or of leading to the
cancellation of insurance. If any insurance policy is canceled by an insurer by
reason of the use and occupation of the Premises by the Tenant or by an
assignee, sub-tenant or anyone permitted by the Tenant to be on the Premises,
then the Landlord may, at is option, terminate this Lease upon fifteen (15)
days' written notice, and, thereupon rent and any other payments for which the
Tenant is liable under this Lease will be apportioned and paid in full to the
date of expiration of such notice, and the Tenant will immediately deliver up
vacant possession of the Premises to the landlord and the Landlord may re-enter
and take possession of same and, at its option, and at the expense of the
Tenant, may rectify the situation causing such cancellation.
4.08 PREVENTING CANCELLATION. The Landlord, its employees, or agents, may at any
time enter upon the Premises to remove any article or remedy any condition
which, in the opinion of the Landlord reasonable arrived at, would be likely to
lead to cancellation of any policy of insurance. Such entry by the Landlord will
not be deemed to be a re-entry nor a trespass.
ARTICLE FIVE
ASSIGNING, SUBLETTING AND ENCUMBERING
5.01 ASSIGNING AND SUB-LETTING BY TENANT. That the Tenant shall not assign this
Lease, nor assign, sub-let, part with or share possession or occupation of the
Premises or any part thereof without he prior written consent of the Landlord,
which consent shall not be unreasonably or arbitrarily withheld, provided that
neither an assignment of (lie Lease, nor sub-letting, parting with or sharing
with possession or occupation of the Premises, nor the Landlord's consent
thereto, shall relieve the Tenant from the covenants and agreements herein
contained, the Landlord may as a condition of any such consent require the
assignee, sub-lessee, licensee or occupant to covenant with the Landlord for the
due and faithful performance and observance of the terms of this Lease,
including this clause, Notwithstanding the foregoing, any request for the
Landlord's consent to an assignment or sub-letting or parting with or sharing
possession or
5
occupation of the Premises shall be accompanied by such information, as to
the proposed assignee, sub-tenant licensee, or occupant's business and
financial responsibility as the Landlord may reasonably require, together
with the terms of the proposed assignment, parting with or sharing of
possession or occupation; and the Landlord shall have the right, exercisable
of) its own behalf or on behalf of such party as the Landlord may designate,
to take the assignment or sub-lease or other wise, as the case may be, from
the Tenant upon the same terms and conditions as are set forth in this Lease
and in any such case this Lease or such portion thereof as is affected by the
assignment or sub-lease or otherwise, may at the election of the Landlord be
treated as surrendered as of the effective date of such proposed assignment.
The Landlord shall have a period of thirty (30) days in which to exercise its
aforesaid rights and within which to communicate such exercise to the Tenant
and if not so exercised, the Landlord shall not late than such 30th day,
notify the Tenant if it approves or disapproves the assignment, sub-lease,
parting with or sharing the possession or occupation of the Premises and in
the case of approval the Tenant shall have a period of sixty (60) days
thereafter in which to assign, sub-lease, part with or share the possession
or occupation of the Premises to the party so named by the Tenant in
accordance with the terms and conditions so indicated to the landlord in the
aforesaid notice. In the event that the Tenant does not so assign, sub-let or
part with or share possession or occupation of the Premises within such sixty
(60) day period, the Landlord's consent to such assignment, sub-leasing,
parting with or sharing the possession or occupation of the Premises shall be
null and void, and the Tenant shall not be permitted to assign, sub-let part
with or share the possession or occupation of the Premises without again
conforming to all the express provisions of the clause.
5.02 CHANGE IN CONTROL. If the Tenant is a private corporation, any sale or
other disposition of its shares of security resulting in a change of control of
beneficial ownership of such corporation shall be deemed to be an assignment of
this Lease and subject to the provisions hereof with respect to assignment by
the Tenant.
ARTICLE SIX
COMPLIANCE WITH LAWS, BUILDER'S LIENS
6.01 COMPLIANCE WITH LAWS. The Tenant, during the Term and its own expense, will
promptly comply, and will cause its employees, agents, licensees, invites. and
other persons on or about the Premises to comply with the requirements of every
applicable law, rule, by-law, regulation, order, direction, ordinance and
standard of every competent federal, provincial, municipal, regional and other
statutory authority in force during the Term and concerning or affecting the
condition, maintenance, use and occupation of the Premises and all improvement,
appurtenances, equipment, machinery and other facilities from time to time
therein, thereon or used in connection therewith and the making of any repairs,
replacements and alterations to the Premises and with every applicable
regulation, order and requirement of the Insurance Bureau of Canada or any
successor body having similar functions and of any liability or fire insurance
company by which the Landlord and Tenant or either of them may be insured at any
time during the Term, and, in so doing, the Tenant, subject to Article 7 hereof,
will make any necessary alterations, repairs, additions or deletions in, on or
to the Premises, improvements or appurtenances or any part or parts thereof, and
any equipment, machinery or other facilities in, on, upon, used in connection
with or appurtenant to the Premises or any part thereof,
6.02 BUILDER'S LIENS. The Tenant will not suffer or permit any lien under the
Builders' Lien Act or like statute be filed against title to the Premises or
lands by reason of labour, services or materials supplied or claimed to have
been supplied to the Tenant or anyone holding any interest through or under the
Tenant or anyone holding any interest through or under the Tenant during the
Term. If any such lien is filed, the Tenant will procure registration of its
discharge forthwith after the lien has come to the notice of the Tenant. If the
Tenant desires to contest in good faith the amount or validity of any lien and
has so notified the Landlord, and if the Tenant has deposited with the Landlord
or with a trustee, or paid into Court to the credit of any lien action, the
amount of the lien claimed plus an amount for costs satisfactory to the
Landlord, then the Tenant may defer payment of such lien claim for a period of
time sufficient to enable the Tenant to contest the claim with due diligence,
provided always that neither the Premises nor the Tenant's leasehold interest
therein shall thereby become liable to forfeiture or sale. The Landlord may, but
will not be obliged to, discharge any lien filed any time if in the Landlord's
judgement the Premises or the Tenant's interest therein becomes liable to any
forfeiture or sale or is otherwise in jeopardy, and any amount paid by the
Landlord in so doing, together will all reasonable costs and expenses of the
Landlord, will be reimbursed to the Landlord by the Tenant forthwith on
6
demand. Nothing herein contained will be deemed to authorize the Tenant, or
imply consent or agreement on the part of the Landlord, to subject the
Landlord's estate and interest in the Premises to any lien.
ARTICLE SEVEN
REPAIRS, MAINTENANCE AND ALTERATIONS
7.01 REPAIR AND MAINTENANCE. The Tenant, throughout the Term at its own expense,
will repair, maintain and keep the Premises and all improvement,. appurtenances
and equipment therein and thereon (including, without limitation, all
electrical, heating, ventilation, sprinkler, and plumbing fixtures and
equipment, and windows) in good repair and condition, as is fitting for a
comparable quality warehouse and accessory office development and whether such
repairs are structural or non-structural, ordinary or extra ordinary, foreseen
or unforeseen, excepting from such standard of repair and maintenance damage by
fire and other risks against which the Landlord is insured, reasonable wear and
(car to the extent only that such reasonable wear and tear is not inconsistent
with maintenance in good order and condition of Premises generally, and repairs
for which the landlord is responsible under this lease. "Repairs" shall include
replacements and renewals when necessary.
7.02 INSPECTION AND EMERGENCIES. The Landlord's representatives may enter upon
the Premises at all reasonable times and during and emergency to inspect the
state of repair and maintenance.
7.03 REPAIRS BY DESIGNATED TRADESPEOPLE. The Tenant, when necessary and whether
upon receipt of notice from the Landlord or not, will effect and pay for such
maintenance and repairs for which it is responsible and in so doing will use
subcontractors, contractors and tradespeople approved by the Landlord in
writing, such approval not to be unreasonably withheld.
7.04 REPAIR ACCORDING TO NOTICE. Without restricting the generality of Article
7.01 hereof, the Tenant, promptly upon notice by the Landlord, will make and do
all repairs and maintenance for which it is responsible. If the Tenant fails to
repair or maintain with what the Landlord considers to be a reasonable time,
then the Landlord may cause such repairs and maintenance to be undertaken (and
may cause its employees and agents to enter on the Premises for such purpose).
Should the Landlord deem it necessary to undertake any repairs or maintenance,
then the Tenant will pay to the Landlord as a fee for supervision for carrying
out the Tenant's obligations an amount equal to 10 % of the monies expended or
of the cost of repairs of maintenance carried out by the Landlord, which amount
will be in addition to the cost of such work, or monies expended.
7.05 ALTERATIONS. Notwithstanding anything to the contrary in this Lease, the
Tenant will not make to, or erect in the Premises, any installation,
alterations, additions or partitions without having received the prior written
approval of the Landlord to the plan and specifications and any variation or
amendment thereof, which approval is not a substitute for the approval of any
relevant statutory authority. The Landlord will be entitled to recover from the
Tenant the cost of having its architects or engineers examine such plans and
specifications.
7.06 CONSTRUCTION AND ALTERATION. The Tenant will construct the installations,
alterations, additions and partitions only in accordance with the approved plans
and specifications and in a good and workmanlike manner and will proceed
diligently to completion. All such construction will be done only by
contractors, sub-contractors and tradespeople approved in writing by the
Landlord, such approval not to be unreasonably withheld.
7.07 PAYMENT FOR WORK. The Tenant will pay for all expenses incurred for labour
performed upon, and materials incorporated into, the Premises for which it is
responsible as same are due.
7.08 LANDLORD'S REPAIRS. Subject to the Landlord's right, in accordance with
this Lease, to elect not to rebuild in the event of damage or destruction, the
Landlord, throughout the Term will repair, maintain and keep the Common Area in
good repair and condition, reasonable wear and tear excepted.
7
ARTICLE EIGHT
COMMON AREA AND PARKING
8.01 PARKING. ALL PARKING IS UNASSIGNED. The parking area shall be used for such
purpose only at the sole risk of the Tenant, its servants and agents, and
provided further that the Landlord shall not be obliged to police usage thereof.
The Landlord may, but shall not be obliged to, remove or cause removal of any
motor vehicle of the Tenant, it invitees and licensees, parked in areas other
than the designated parking area and the Tenant shall pay the costs of any such
removal as Additional Rent hereunder.
8.02 STORAGE. The Tenant will not store anything of whatsoever nature of kind on
the Common Area of any parking area designated for the exclusive use of the
Tenant.
8.03 NUISANCE. The Tenant will not do anything which may injure the Common Area
or be a nuisance to any other Tenants of Premises situate on the Lands.
8.04 USE OF COMMON AREA. Subject to this Lease and to such other reasonable
rules and regulations as the Landlord may make pertaining to the use of the
Common Area, the Tenant will have for itself and its licensees and invitees, the
non-exclusive right to use the Common Area (save and except only the roof of the
Building and parking areas designated by the Landlord for the use of other
tenants of the Building) in common with others entitled thereto for their proper
and intended purposes during normal business hours. The Tenant acknowledges that
the Common Area is subject to the exclusive control and management of the
Landlord and that the Landlord shall be entitled, from time to time, to alter
the Common Area and to make changes and additions thereto.
ARTICLE NINE
SURRENDER OF PREMISES AND REMOVAL OF FIXTURES
9.01 SURRENDER. Upon the expiration or earlier termination of this Lease and the
Term and any period of' overholding, the Tenant will surrender to the Landlord
possession of the Premises and fixtures thereon (subject to the Article 9), all
of which will become the property of the Landlord without any claim by a
compensation to the Tenant, all in good order, condition and repair in
accordance with the Tenant's obligation to repair and maintain, and free and
clear of all encumbrances and all claims of the Tenants or of any person
claiming by or through or under the Tenants, and all the rights of the Tenant
under this Lease will terminate (but the Tenant, notwithstanding such
termination, will remain and be liable to the Landlord for any loss, damage,
expenses or costs suffered or incurred by the Landlord by reason of any default
by the Tenant).
9.02 DOCUMENT OF SURRENDER. If this Lease and the Term are terminated for any
reason, the Tenant will deliver to the Landlord forthwith a document
surrendering this Lease in form acceptable for registration in the appropriate
Land Titles Office.
9.03 CONDITIONS OF PREMISES. Without restricting the generality of article 9.01,
the Tenant, immediately before the expiration or earlier termination of the
lease will wash the floors, windows, doors, walls and woodwork of the Premises
and leave the Premises in broom clean condition.
9.04 REMOVAL OF FIXTURES. Provided that the Tenant is not in default hereunder,
the Tenant may, at the expiration of the term, remove from the Premises all
trade or Tenant's fixtures. If the Tenant damages the premises during such
removal the Tenant will make good such damage. In no event will the Tenant
remove from the Premises any building or any plumbing, heating, air
conditioning, electrical. or ventilating plan or equipment or other building
services; save and except that the Landlord will be entitled upon the expiration
or earlier termination of the Lease to require the Tenant to, and Tenant shall,
remove its installations, alterations, additions, partitions and fixtures and
anything in the nature of improvements made or installed by the Tenant or by the
Landlord on behalf of the Tenant to or in the Premises, or any of the, and to
make good any damage caused to the Premises by such removal.
8
ARTICLE TEN
LIABILITY AND INDEMNIFICATION
10.01 NON-LIABILITY OF LANDLORD. Except for the negligence of the Landlord, the
Tenant agrees that the Landlord will not be liable or responsible in any way for
the any personal injury that may be sustained by the Tenant or any employee or
customer of the Tenant, or of any other person who may be upon the Premises or
on the Common Area or side walks, parking areas, highways or loading areas
adjacent thereto, or for any loss of or damage or injury to, property belonging
to or in the possession of the Tenant or any employee or customer of the Tenant
or any other person, and without limiting the generality of the foregoing, the
Landlord will not be liable or responsible in any way for any injury, loss or
damage, to person or property caused by smoke, steam, water, ice, rain, snow or
fumes which may leak, issue or flow into, through or from the Premises or from
the water sprinkler, drainage or smoke pipes or plumbing equipment therein or
from any other place or quarter or cause by a attributable to the condition or
arrangement of any electrical or other wiring or the air conditioning equipment,
or, for any matter or thing of whatsoever nature of kind arising from the
Tenant's use and occupation of the Premises or otherwise.
10.02 INDEMNIFICATION. The Tenant will indemnify and save harmless and Landlord
from the against any and all liabilities, damages, costs, expenses, causes of
action, actions, claims, suits and judgments which the Landlord may incur or
suffer or be put to by reason of or in connection with or arising from:
(a) any breach, violation or non-performance by the Tenant
of any covenant, condition or agreement set forth in
this Lease;
(b) any damage to property of the Tenant, any sub-tenant,
licensee, and all persons claiming through or under
the Tenant or any sub-tenant or licensee, or any of
the, or damage to any other property howsoever
occasioned by the condition by the condition, use,
occupation or maintenance of the premises;
(c) any injury to any person, including death resulting
any time therefrom occurring in or about the Premises
and Lands;
(d) any wrongful act or neglect of the Tenant, its invitees
and licensees, in and about the Premises and Lands,
(e) any matters referred to in Article 11.01 hereof.
10.03 SURVIVAL OF INDEMNIFICATION. Such indemnification will survive any
termination of this Lease, anything in this Lease to the contrary
notwithstanding.
ARTICLE ELEVEN
INSURANCE
11.01 TENANT'S INSURANCE. The Tenant will purchase and keep in force throughout
the term:
(a) fire insurance with extended coverage endorsement (including
sprinkler leakage) covering all leasehold improvements made to
or installed in the Premises by or on behalf of the Tenant in
an amount equal to the full replacement value;
(b) fire insurance with extended coverage endorsement (including
sprinkler leakage) covering all the contents of the Premises
whether owned b the Tenant or for which the Tenant is
responsible in an amount at least equal to the actual cash
value;
9
(c) comprehensive general liability insurance (including without
limitation, tenant's fire, legal liability and contractual
liability to cover the responsibilities assumed under Article
10.02 hereof) with a cross-liability clause and otherwise in
amounts and on terms acceptable to the Landlord.
11.02 POLICIES. The Tenant will effect all policies with insurers, and upon
terms and in amounts, satisfactory to the Landlord. The Tenant will furnish to
the landlord copies of all policies, or insurance certificates in lieu thereof,
and will provide written notice of the continuation of such policies not less
than ten (10) days prior to their respective expiry dates. The Tenant will pay
the premium for each policy. If the Tenant fails to purchase or keep in force
such insurance the Landlord may effect such insurance, the cost thereof being
recoverable from the Tenant forthwith on demand as Additional Rent hereunder.
11.03 LANDLORD AS INSURED. The Tenant will cause each of its policies to contain
an undertaking by the insurer(s) to notify the Landlord at least thirty (3) days
prior to cancellation or any other change material to the landlord's interests.
The liability policy will include the Landlord as an additional named insured
with a cross-liability clause.
11.04 SUBROGATION. The Landlord and Tenant will each cause any insurance policy
obtained by it pursuant to this Lease to contain a waiver of subrogation clause
in favor of the Landlord or Tenant, as the case may be.
11.05 LANDLORD TO INSURE. The Landlord throughout the Term will carry insurance
against fire and other perils as described in the definition of Common Costs.
ARTICLE TWELVE
DAMAGE OR DESTRUCTION
12.01 DAMAGE TO PREMISES. If an whenever the Premises are destroyed or damaged
by fire or other casualty against which the Landlord is insured, so as to be
totally unfit for occupancy, rent will xxxxx until the Premises are repaired or
rebuilt. If and whenever the Premises are damaged by fire or other casualty
against which the Landlord is insured and the damage is such that the Premises
can be partially used, then until such damage is repaired, rent will xxxxx by
the same proportion as the area of the part of the Premises rendered unfit for
occupancy is of the whole of the Premises. The Landlord, with reasonable
diligence, will repair and restore the Premises unless the Tenant is obliged to
repair hereunder or unless this Lease is terminated pursuant to Article 12.02
hereof.
12.02 TERMINATION. If the Premises are damaged or destroyed by any cause
whatsoever, and if, in the opinion of the Landlord reasonably arrived at, the
Premises cannot be rebuilt or made fit for the purposes of Tenant within ninety
(90) days of the damage or destruction, the Landlord at its option may terminate
this Lease by giving to the Tenant, with thirty (3) days after such damage or
destruction, notice of termination, and thereupon Basic Rent and Additional Rent
will be apportioned and paid to the date of the damage or destruction and the
Tenant will immediately deliver up possession of the Premises to the Landlord.
12.03 DAMAGE TO BUILDING. If the Building in which the Premises are situated is
damaged or destroyed by any cause whatsoever (irrespective of whether the
Premises are damaged or destroyed) and if, in the opinion of the Landlord
reasonably arrived at, the Building cannot be rebuilt or made fit the purposes
of the affected Tenants within on hundred and eighty (180) days of the dame or
destruction, the Landlord, at its option, may terminate this Lease by giving to
the Tenant, within thirty (30) days of such damage or destruction, notice of
termination requiring a vacant possession of the Premises sixty (60) days after
delivery of such notice and thereupon Basic Rent and Additional Rent will be
apportioned and paid to the date on which vacant possession is required and
Tenant will deliver up possession of the Premises to the Landlord in accordance
with such notice.
10
ARTICLE THIRTEEN
QUIET ENJOYMENT
13.01 QUIET ENJOYMENT. If the Tenant duly and regularly pays the rent and
complies with its obligations under this Lease, the Tenant will be entitled to
(and shall and may) peaceably possess and enjoy the Premises during the Term
without any interruption or disturbance from the Landlord or any person or
persons claiming by, through or under the Landlord.
ARTICLE FOURTEEN
PERFORMANCE OF TENANTS COVENANTS, DEFAULT AND BANKRUPTCY
14.01 LANDLORD MAY PERFORM COVENANTS. If the Tenant, is in default of any of its
covenants and agreements herein, then the Landlord, without limiting any other
remedy which it may have, will have the right to remedy and such default and for
such purpose may at any time enter upon the Premises. No entry for such purpose
will be deemed to cause a forfeiture or termination of this Lease. In order to
cure such default, the Landlord may do such things as are necessary to cure the
default and such things as may be incidental thereto, (including without
limitation, the right to make repairs and to expend monies). The Tenant will
reimburse the Landlord forthwith upon demand as Additional Rent hereunder the
aggregate of all expenses incurred by the Landlord in remedying any such
default. The Landlord will be under no obligation to remedy any default of the
Tenant, and will not incur any liability to the Tenant for any action or
omission in the course of its remedying or attempting to remedy any such default
unless such act amounts to intentional misconduct or gross negligence on the
part of the landlord.
14.02 RIGHTS OF TERMINATION. If and whenever:
(a) the Premises become vacant or remain unoccupied for five (5) days or
more or are not used for the purpose herein permitted;
(b) any rent or Additional Rent remains unpaid after any of the days on
which the same ought to have been paid and following ten (10) days
notice of non-payment by the Landlord to the Tenant;
(c) there is a breach of any of the Tenant's obligations hereunder (other
than as set out in the other clauses of this Article) which is not
cured within fifteen (15) days after delivery of notice by the Landlord
to the Tenant specifying such breach PROVIDED THAT if any default of
the Tenant can only be cured by the performance of work or the
furnishing of materials,. and if such work cannot reasonably be
completed or such materials reasonably obtained and utilized within
said fifteen (15) days, such default will not be deemed to continue if
the Tenant proceeds promptly with such work as may be necessary to cure
the default and continued diligently to complete such work;
(d) the Term or any goods and chattels on the Premises are at any time
seized or taken in execution or attachment;
(e) a receiver, guardian, trustee in bankruptcy or any other
similar officer is appointed to take charge of all or any
substantial part of the tenant's property by a court of
competent jurisdiction;
(f) a petition is filed for the re-organization of the Tenant under any
provision of the Bankruptcy Act or any law of Canada or any province
thereof or of the jurisdiction in which the Tenant is incorporated
relating to bankruptcy or insolvency then in force;
(g) the Tenant becomes insolvent;
(h) the Tenant files a petition for such re-organization or for
arrangements under any provision of the
11
Bankruptcy Act or any law of Canada or any province thereof or of the
jurisdiction in which the Tenant is incorporated relating to bankruptcy
or insolvency then in force and providing a plan for a debtor to
settle, satisfy or to extend the time for the payment of debts;
(i) if any application or petition or certificate or order is made or
granted for the winding up or dissolution of the Tenant, voluntarily or
otherwise;
the Tenant assigns, sub-lets or parts with possession of the Premises without
the Landlord's consent as required herein;
then in any of the said cases, (and withstanding any prior waiver of breach of
covenant) the Landlord, at its option may (and without prejudice to any other
right or remedy it may then have or be entitled to) cancel this Lease, whereupon
this Lease will terminate and the Term will expire and be ended and then current
month's rent and the next ensuring three months' Basic Rent and all Additional
Rent for the then current year (to be reckoned on the rate for the next
preceding year in case the rate for the then current year has not been fixed)
shall thereupon become immediately due and payable and the Term, at the option
of the Landlord, will be forfeited, and the Landlord may immediately distrain
for all such rent as well as any arrears then unpaid and the Landlord lawfully
may immediately or at any time thereafter and without notice or any form of
legal process re-enter upon the premises or any part thereof in the name of the
whole and re-possess the same, and expel the Tenant and those claiming through
or under it and remove its or their effects (forcibly if necessary) without
being deemed guilty of any manner of trespass, and without prejudice to any
remedies which might otherwise be used for arrears of rent or preceding breach
of covenant.
14.03 WAIVER WITH RESPECT TO RE-ENTRY. The Tenant waives any requirement that
notice of the Landlord's intention) to re-enter be served or that the Landlord
commence legal proceedings in order to re-enter.
14.04 WAIVER OF BENEFIT OF LEGISLATION AND SEIZURE. The Tenant irrevocably
waives and renounces the benefit of any present or future law taking away or
diminishing the Landlord's privilege on the property of the Tenant and right of
distress and agrees with the Landlord, notwithstanding any such law, that the
Landlord may seize and sell all the Tenant's goods and property, whether within
the Premises or not and apply the proceeds of such sale upon rent and all other
amounts outstanding hereunder and upon the cost of the seizure and sale in the
same manner as might have been done if such law had not been passed. The Tenant
further agrees that if it leaves the Premises leaving any Basic Rent or
Additional Rent or other amounts to be paid hereunder unpaid, the Landlord, in
addition to any remedy otherwise provided at law or in equity, may seize and
sell the goods and chattels of the Tenant at any place to which the Tenant or
any other person may have removed them, in the same manner as if such goods and
chattels have remained on the Premises.
14.05 REMEDIES OF LANDLORD ARE CUMULATIVE. The remedies of the Landlord in this
Lease are cumulative and are in addition to any remedies of the Landlord at law
or in equity. No remedy will be deemed to be exclusive and the Landlord may from
time to time have recourse to one or more of all the available remedies
specified herein or at law or in equity.
ARTICLE FIFTEEN
IMPOSSIBILITY OF PERFORMANCE
15.01 NON-PERFORMANCE BY LANDLORD. Whenever the Landlord is unable to fulfill
any obligation hereunder in respect of the provision of any service, utility,
work or repairs by reason of being unable to obtain the materials, goods,
equipment, service utility or labour required to enable it to fulfill such
obligation or by reason of any law or regulation or by reason of any other cause
beyond its reasonable control, the Landlord will be entitled to extend the time
for fulfillment of such obligation by a time equal to the duration of the delay
or restriction. The Tenant will not be entitled to any compensation for any
inconvenience, nuisance or discomfort thereby occasioned, or to cancel this
Lease.
12
ARTICLE SIXTEEN
REGULATIONS
16.01 REGULATION. The Tenant and its employees, agents, contractors, licensees
and invitees will be bound by all such reasonable regulations as the Landlord
may from time to time make of which written notice is given to the Tenant. All
such regulations will be deemed to be incorporated into and form part of this
Lease.
ARTICLE SEVENTEEN
OVERHOLDING
17.01 OVERHOLDING. If the Tenant remains in possession of the Premises after the
expiration of this Lease and without the execution and delivery of a new lease,
the Landlord may re-enter and take possession of the Premises and remove the
Tenant therefrom and the Landlord may use such force as it may deem necessary
for the purpose without being liable in respect thereof or for any loss or
damage occasioned thereby; PROVIDED THAT while the Tenant remains in possession
after the expiration of this Lease, the tenancy, tin the absence of written
agreement, will be from month to month only at a rent per month equal to 1.25
times the Gross Rent and Additional Rent for management payable in respect of
the month immediately preceding expiration of this Lease payable in advance on
the 1st day of each month and shall be subject to all terms of the lease, except
that the tenancy will be from month to month only and a tenancy from year to
year will not be created by implication of law.
ARTICLE EIGHTEEN
INSPECTION, SALE AND LEASE
18.01 SIGN. The Landlord may from time to time place upon the premises a notice
of reasonable dimensions and reasonably placed so as not to interfere with the
business of the Tenant stating that the Lands are for sale, and during the last
six months of the Term may similarly place a sign stating that the Premises are
to be let.
18.02 INSPECTION. The Landlord or its representatives may exhibit the Premises
at reasonable times to prospective tenants during the last six months of the
Term and may also exhibit the Premises at reasonable times for the purposes of
the Landlord's own financing and for prospective purchasers.
ARTICLE NINETEEN
MISCELLANEOUS
19.01 WAIVER. No waiver of any default will be binding unless acknowledge in
writing by the Landlord.
19.02 CONDONING. Any condoning, excusing or overlooking by the Landlord of any
default will not operate waiver of the Landlord's rights hereunder in respect of
any subsequent default.
19.03 SUBORDINATION. This Lease at the request of the Landlord will be subject,
subordinate and postponed to all mortgages (including any deed of trust and
mortgage securing bonds and all indentures supplemental thereto) which may now
or hereafter charge or affect the Premises and to all renewals, modifications,
consolidations, replacements and extensions of such mortgages, to the intent
that such mortgages and all renewals, modifications, consolidations,
replacements and extensions thereof will have priority over this Lease
notwithstanding the respective dates of execution or registration thereof. The
Tenant agrees to execute promptly and document in confirmation of such
subordination, postponement and priority which the Landlord may request and if
the Tenant does not so execute such document within ten(10) daysafter demand in
writing, the Tenant does hereby make, constitute and irrevocably appoint the
Landlord as his attorney-in-fact and in his name, place and xxxxx so to do.
19.04 ACKNOWLEDGMENT BY THE TENANT. The Tenant will execute promptly, when
requested by the Landlord, a certificate in favor of any prospective mortgagee
or purchaser of the Landlord certifying the status of this Lease, any
13
modifications or breaches of this Lease, and the status of the rent account, all
with the intent that any such acknowledgment or certificate may be relied upon
by any party to whom it is directed.
19.05 SEVERABILITY. If any provision of this Lease is illegal or invalid or
unenforceable at law it will be deemed to be severed from this Lease and the
remaining provisions will nevertheless continue to be in full force and effect.
19.06 HEADINGS. All headings in this Lease are inserted for convenience of
reference only and will not affect the construction and interpretation of this
Lease.
19.07 REPRESENTATIONS AND ENTIRE AGREEMENT. The Tenant acknowledges and agrees
that the Landlord has made no representations, covenants, warranties,
guarantees, promises or agreements (verbal or otherwise) with the Tenant other
than those contained in this Lease; that no agreement collateral hereto will be
binding upon the Landlord unless made in writing and signed by the Landlord;
and, that this Lease constitutes the entire agreement between the Landlord and
Tenant.
19.08 NOTICES. Any notice, request or demand herein provided or permitted to be
given hereunder, shall be sufficiently given if personally served or mailed by
registered mail as follows:
(a) to the Landlord: 0000 XXXXXXXXXX XXXX X.X..XXXXXXX, XXXXXXX
(b) to the Tenant: 0000 XXXXXXXXXX XXXX X.X. XXXXXXX XXXXXXX
Any notice mailed as aforesaid shall for the purposes of this Lease be presumed
to have been given three (3) business days following the day on which such
notice is mailed as aforesaid. Any party may at any time given notice in writing
to the others of any change of address, and after the giving of such notice the
address therein specified will be deemed to be the address of such party for the
purpose of giving notices hereunder.
19.09 TIME OF ESSENCE. Time will be of the essence of this Lease.
19.10 SIGNING OF LEASES. The Landlord will not be deemed to have made an offer
to the Tenant by furnishing to the Tenant acopy of this Lease with particulars
inserted; and, notwithstanding that installments of rent may be received by the
Landlord when this lease is received by it for signature to contractual or other
rights will exist or be created between the Landlord and Tenant until such time
as all parties to this Lease have executed the same.
19.11 RELATIONSHIP. Nothing herein contained will at any time create or be
construed as creating a joint venture, partnership or relationship between the
parties other than that of Landlord and Tenant.
19.12 GOVERNING LAW. This Lease will be construed and governed by the laws of
the Province of Alberta.
19.13 GENDER. Words in the singular will include the plural and words in the
plural will include the singular and words in the masculine gender will include
feminine and neuter genders where the context so requires.
19.14 COVENANTOR'S CLAUSE. In consideration of the grant of this Lease by the
landlord and, as a condition thereof, the Covenantor hereby covenants with and
guarantees to the Landlord the performance and observance of all of the
covenants and agreements of the Tenant to be performed or observed by the Tenant
hereunder, including the payment of Basic Rent and Additional Rent on the days
and at the times and in the manner specified in this Lease might or could
operate as a release of the Tenant of A of its obligations hereunder shall not
release or discharge the Covenantor from its covenants herein. In the
enforcement of its fights hereunder the Landlord may proceed against the
Covenantor as if the Covenantor was named Tenant hereunder. The Covenantor
hereby waives any rights to require the Landlord to proceed against the Tenant
or to proceed against or exhaust any security held from the Tenant or to pursue
any other remedy whatsoever which may be available to the Landlord before
proceeding against the Covenantor. No neglect or
14
forbearance of the Landlord in endeavoring to enforce observance of the Lease
or obtain indemnification as set forth herein, no extension of time which may
be given by the Landlord from time to time to the Tenant and no other act or
failure to act by the Landlord shall release, discharge or in any way reduce
the obligation of the Covenantor under the covenants contained herein. In the
event of termination of the Lease other than by surrender accepted by the
Landlord, or in the event of disclaimer of the Lease pursuant to any stature,
at the option of the Landlord the Covenantor shall execute a new lease of the
Premises demised by the Lease between and Landlord as landlord and Covenantor
as tenant for a term equal in duration to the residue of the Term of the
Lease remaining unexpired at the date of such termination or such disclaimer.
Such lease shall contain the like Landlord's and Tenant's obligations
respectively and the like covenants, provision, conditions and agreement in
all respects (including the provision for re-entry) as are contained in the
lease.
19.15 JOINT AND SEVERAL LIABILITY. If two or more individuals, corporations,
partnerships or other business associations, or any combination of two or more
thereof sign this Lease as Tenant, the liability of each such individual,
corporation, partnership or other business association to pay rent and perform
all other obligations under this Lease will be deemed to be joint and several.
If the Tenant named in this Lease is partnership of other business association,
the members of which by law are subject to personal liability, the liability of
each such member shall be deemed to be joint and several.
19.16 SPECIAL CLAUSES.
A. OPTION TO RENEW. If the Tenant shall have promptly paid the rent
when due hereunder, and shall have observed and performed the Tenant's covenants
herein, and shall, after the 1st day of JUNE 2002, but on or before the 1st day
of JULY 2002, by writing to the landlord have given notice of its desire to have
the term of this Lease renewed, the Tenant shall have the term of this Lease
renewed for a period of FIVE(5) years upon the conditions herein set forth,
except the right to renew, and except as to the basic annual rent during the
renewal term which shall be mutually agreed upon by the Landlord and the Tenant.
In the event the Landlord and the Tenant fail to agree on the rental to apply
for the renewal term within thirty days of the expiration of the initial term of
this Lease, then either party may submit the determination of the rental to a
board of three arbitrators being licensed real estate agents having a minimum of
FIVE (5) years experience in industrial leasing, one of which arbitrators shall
be named by the Landlord, one of which arbitrators shall be named by the Tenant,
the third arbitrator to be selected by the arbitrators named by the Landlord and
the Tenant. The three arbitrators shall determine the rental for the renewal
term with reference to the ten current rental rates for similar premises in the
City of AIRDRIE but the basic annual rent during the renewal term of the Lease,
shall not be less than that received during the primary term of this Lease, and
the decision of the three arbitrators or a majority of them shall be binding on
the Landlord and the Tenant. The provisions of the Alberta Arbitration Act shall
apply and the costs of arbitration shall be borne equally by the Landlord and
the Tenant. If either party shall neglect or refuse to name its arbitrator
within three (3) weeks from the submission to arbitration in accordance with
this clause, the arbitrator already named shall proceed and his award fixing the
basic annual rental for the renewal term shall be final. A further 5 year term
will be granted as above.
(LANDLORD)
KENSINGTON VILLAGE HOLDINGS LTD.
Per: /s/ Cec Xxxxx
--------------------------------------
CEC XXXXX - President
/s/ Xxxxx Xxxxxx
--------------------------------------
XXXXX XXXXXX - Secretary/Treasurer
(TENANT)
BUILDERS REALTY (CALGARY) LTD.
Per: /s/ Cec Xxxxx
--------------------------------------
CEC XXXXX - President
/s/ Xxxxx Xxxxxx
--------------------------------------
XXXXX XXXXXX - Secretary/Treasurer
15
